1- Scope of these Purchasing General Terms and Conditions
The clauses contained in this document are applicable, to the exclusion of any other general terms and conditions, to all agreements concluded as purchaser, principal or similar, by any one of the following Companies: Simoldes Plasticos S.A., INPLAS – Indústrias de Plásticos S.A., PLASTAZE – Plásticos de Azeméis S.A., Simoldes Plasticos France s.a.r.l., Simoldes Plasticos Polska Sp.z.o.o., Simoldes Plasticos Indústria Ltda, Simoldes Plasticos Brasil Ltda, Simoldes Plásticos Czech s.r.o, Simoldes Plásticos Maroc sarl and Simoldes Plásticos España S.L. which are part of the SIMOLDES “Group”, hereinafter referred to, individually, as COMPANY.
2- Acceptance of these Purchasing General Terms and Conditions
2.1- In the absence of an express statement, it is understood that SUPPLIER, in supplying part or all of the contracted products or services, tacitly accepts these clauses.
2.2- COMPANY confirms its willingness to provide any clarifications that may be requested in relation to the content of these Purchasing General Terms and Conditions.
3- Open-ended supply agreement
3.1- In addition to applying to agreements involving a single transaction, these general terms and conditions are applicable to open-ended supply agreements.
3.2- An open-ended supply agreement or open order is understood to mean an agreement between COMPANY and SUPPLIER regarding continuous supply of certain good(s) or service(s), in which the price, term and delivery location and other contractual conditions are fixed.
3.3- The specific conditions of an open-ended supply agreement will, as a rule, be contained in a written document sent by COMPANY to SUPPLIER. If SUPPLIER does not raise any written objections to said document, within ten days, it is mutually understood that SUPPLIER has agreed that said document accurately reflects what was agreed between the parties.
3.4- SUPPLIER is bound by such contract to sell to COMPANY the products/services in question, under the agreed terms.
3.5- Unless expressly stated to the contrary in an open-ended supply agreement, COMPANY is not required, during the term of such an agreement, to purchase any volume of products/services.
4- Delivery Requests
4.1- A delivery request (partial order, placed under the scope of an open-ended supply agreement) is deemed to have been accepted by SUPPLIER, including the delivery dates mentioned therein, unless SUPPLIER states something to the contrary, in writing, within two business days counting from the date of receipt of the delivery request.
4.2- COMPANY is free to accept or refuse the products which have been produced by SUPPLIER which do not correspond, to each delivery request, including differences in quantity.
5- SUPPLIER Accreditation
5.1- SUPPLIER warrants that it owns all the necessary accreditations to produce the ordered products, which is an essential condition of the agreements.
5.2- SUPPLIER shall immediately inform COMPANY of any potential or actual changes in relation to its accreditation.
6.1- SUPPLIER shall produce and deliver the products in accordance with all the applicable quality procedures and the approved samples.
6.2 –SUPPLIER undertakes, namely, to be mindful of the Supplier Quality Manual, whenever it has been provided by COMPANY.
6.3- SUPPLIER warrants that the products are fit for their intended purpose and that they are in accordance with the drawings, specifications, validations and all other documentation provided by COMPANY and, if applicable, that they correspond exactly to the approved samples.
6.4- SUPPLIER guarantees the quality and conformity of the products, excluding perishable items, for a period of two years counting from the date of their delivery to COMPANY, unless a longer period is mandatory under the law.
6.5- SUPPLIER guarantees to make available, at the price foreseen in the contract, such spare parts as may be required during the useful life of the article supplied, which is normally fifteen years counting from the date of the end of production of the article in question.
6.6- SUPPLIER, as a specialist in its field, assumes full responsibility for its technical decisions, irrespective of the level of assistance that COMPANY provides in the performance of the Agreement.
6.7- SUPPLIER shall provide COMPANY with all of the requisite certificates pertaining to the quality of the products and their respective safety.
Where a country or territory has been indicated as a destination for the products, SUPPLIER warrants that the articles it delivers comply with the applicable laws.
6.8- COMPANY is authorized to perform audits of SUPPLIER’s production processes and quality systems, as well as to inspect the products prior to delivery at SUPPLIER’s facilities, by technicians it appoints; COMPANY may, namely, collect samples of products in production.
The parties shall cooperate, as may be required, to ensure such audits and inspections are performed. At least two business days notice shall be given to SUPPLIER prior to their being carried out in order to minimize the disruption to its activity.
The costs incurred with the auditors shall be borne by COMPANY.
6.9- SUPPLIER shall implement all the measures that the audits have shown to be required, as soon as possible, which is an essential condition of the agreements remaining in force.
6.10- The performance of audits /inspections does not, in any manner whatsoever, limit SUPPLIER’s liability or the warranties it has provided.
7- Duty to advise
It is the duty of SUPPLIER, as a specialized company, to provide COMPANY with all of the information and advice that may be required or useful in the performance of the agreement, namely: if the technical specifications for the products are the most appropriate and if they comply with the norms in effect in the country where the finished products will be sold; the proper use of the ordered products; notifying COMPANY immediately of any defect detected in the products supplied; suggesting any actions which may improve the quality or cost of the goods.
8- Delivery of goods
8.1- The products shall be made available in accordance with the incoterms referred to in the agreements or delivery requests.
8.2- SUPPLIER shall be responsible for packaging the products appropriately to the means of transportation used
8.3- Packaging and labelling must be in compliance with all applicable norms and regulations as well as with any other agreed specifications.
8.4- The delivery deadlines foreseen in the agreement or indicated in the delivery requests are considered to be of the essence to the transactions.
8.5- The products may not be delivered prior to the foreseen delivery date without prior written consent from COMPANY.
9.1- COMPANY shall inform SUPPLIER about any defects in the products as soon as possible after their detection.
9.2- Failure of COMPANY to make a claim or reservation upon delivery of the goods or upon payment shall not be interpreted as a definitive acceptance of the goods or of the amount invoiced.
9.3- Notwithstanding COMPANY’s entitlement to exercise any other rights, the defective products shall, at COMPANY’s discretion, be immediately repaired or replaced at SUPPLIER’s sole expense or returned, in which case COMPANY shall be entitled to receive the corresponding price reduction or, as the case may be, refund.
9.4- The rejected products shall be picked up by SUPPLIER, at SUPPLIER’s cost and risk, within 8 (eight) days, counting from the date of notice of rejection, after which date, storage charges will be incurred by SUPPLIER.
If SUPPLIER has not picked up the rejected goods within 60 days, COMPANY may destroy them and debit SUPPLIER accordingly.
10- Quality control
10.1- SUPPLIER acknowledges that the detection of defects or other non-conformities in relation to the ordered products, implies additional costs being incurred by COMPANY, namely, with the quality control of the remaining products in the order or delivery and that such costs are the responsibility of SUPPLIER.
10.2- SUPPLIER will compensate COMPANY for such costs, in the actual amount shown to have been incurred.
10.3- Compensation for the costs referred to in paragraph 1 of this clause does not exclude SUPPLIER’s obligation to replace or repair lost or refused products or to proportionally reduce the price owed for the order or delivery, nor the obligation to indemnify COMPANY, or third parties, namely, its Customers, for any other damages caused.
10.4- COMPANY shall inform SUPPLIER, in writing, as soon as possible, of each and every quality control measure it must undertake.
11.1- The value invoiced shall fall due ninety days end of month in which each invoice is received by the COMPANY, unless otherwise agreed in writing.
11.2- Any amount due by COMPANY may be compensated against any amounts owed by SUPPLIER, including those corresponding to penalties and quality claims.
11.3- The agreed price shall include any remuneration due to SUPPLIER or third parties for licensing the use of the products by COMPANY and its customers, when the products incorporate intellectual or industrial property rights, which licenses SUPPLIER guarantees.
12- Samples, Tools and Prototypes
12.1- SUPPLIER acknowledges that, unless expressly provided to the contrary in the agreement, COMPANY is the owner of all samples, drawings, studies, diagrams, models, prototypes, moulds, tools and others produced by or delivered to COMPANY, in the performance of the agreement.
12.2- After termination of the agreement, SUPPLIER shall return to COMPANY, within 8 days of having been notified to this effect, all the items referred to in the previous paragraph.
13- Personal nature of the agreement
13.1- SUPPLIER may not subcontract any or all the obligations resulting from the agreement without the prior written consent of COMPANY.
13.2- Even if such consent is given, SUPPLIER shall continue to be solely responsible for the performance of the agreement.
13.3- SUPPLIER may not assign, in any manner whatsoever, its contractual position, without the prior written consent of COMPANY.
14.1- The parties acknowledge that, due to their contractual relations, they will have access to information of a confidential nature pertaining to the other party, or to third parties, which they undertake to maintain as completely confidential, even after termination of the agreement.
14.2- Confidential information includes, namely, the existence of contracts, between the parties and respective commercial and other conditions, and the items and documents referred to in clause 12.
14.3 –SUPPLIER is obligated to guarantee the confidentiality of the Know How supplied by COMPANY and many not use it to produce any other goods other than those ordered by COMPANY.
15- Social and Environmental Responsibility
15.1- Given that the COMPANY is committed to establishing a policy of real social responsibility, it expects that SUPPLIER will, likewise, independently of where its activities are located, pursue corporate policies, even where the applicable law is deficient in this regard, that apply and develop the principles and rules of the ILO (International Labour Organization), namely, with respect to prohibiting child labour, non discrimination in employment and occupation, gender equality , working hours and fair pay, and will demand the same from their respective suppliers.
15.2 – Given that the COMPANY is committed to establishing a policy of real environmental responsibility, it expects that each of its SUPPLIERS will assume the best environmental practices in order do minimize it´s impacts caused by industrial activity.
Therefore, it expects that each of its SUPPLIERS will make continuous efforts to improve and develop its industrial facilities and production processes as well as all other technical solutions and choices in order to achieve the highest levels of respect for the environment and, that furthermore, they will demand the same from their respective supply chain.
15.3- Respect for these principles is an essential condition to being a SUPPLIER to COMPANY
16- GDPR Compliance
16.1- The SUPPLIER commits to comply with all general legal requirements related with Personal data Protection including all requirement of General Data Protection Regulations (GDPR).
16.2- When the SUPPLIER executes data processing operations in the name and on behalf the COMPANY, the SUPPLIER expressly accepts to regulate this activity under the “GDPR COMPLIANCE – General Data Protection Regulation” conditions available at http://www.simoldes.com/plastics/purchasing.html.
17- Jurisdiction and Applicable Law
17.1- Any disputes arising from the agreements to which these Purchasing General Terms and Conditions apply shall be settled by the competent Court of Oliveira de Azeméis, Portugal, where the head office of the SIMOLDES “Group” is located, which will apply its national law, and SUPPLIER waives the application of any other jurisdiction.
17.2- COMPANY may choose to file legal proceedings against SUPPLIER in the competent court where SUPPLIER has its head offices, which shall apply its national law.
18- Information Security/Cyber Security
18.1- The Supplier undertakes, to ensure the complete security of the processing of data transmitted by Simoldes or which Simoldes give access to (Personal Data or not), and to protect them against any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, as well as against any other form of unlawful processing or communication to unauthorized persons, the following measures:
a) Ensure the security of information systems in accordance with the best standards and Contractual Agreements
b) Provide Simoldes if requested, the security policies and procedures in use.
d) Implement and maintain appropriate technical and organizational measures and other protections for the proper security of all information, by not loading any Simoldes confidential Information on any laptop computers or portable electronic devices that can be removed from Supplier’s premises, unless such Information has been encrypted.
e) Secure the exchange of confidential Data (encryption, authentication) with Simoldes or with Simoldes’s clients, so that they cannot be exploited by an unauthorized third party.
f) Implement protection of password theft or loss or unauthorized access or use of information, including enforcement of physical security measures at Supplier’s premises
g) Supplier shall inform Simoldes by email Supplier.Security@simoldes.com, in the case of a cybersecurity incident within twenty-four (24) hours providing all information known about this incident, measures taken to remedy the effects and actions implemented to mitigate future events.
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